Exhibit
10.20


 


EXECUTION COPY


 


 


AMENDMENT No. 3 AND
CONSENT

TO

CREDIT AGREEMENT


 


THIS AMENDMENT No. 3 AND
CONSENT TO CREDIT AGREEMENT (this “Amendment”) dated as of May 28, 2004,
is entered into among GLADSTONE BUSINESS LOAN, LLC, as the Borrower, GLADSTONE
ADVISERS, INC. (the “Existing Servicer”), GLADSTONE MANAGEMENT
CORPORATION (the “Successor Servicer”), CONCORD MINUTEMEN CAPITAL
COMPANY, LLC (“Concord”) and PUBLIC SQUARE FUNDING LLC, as CP Lenders
(collectively, the “CP Lenders”), CANADIAN IMPERIAL BANK OF COMMERCE (“CIBC”)
and KEYBANK, NATIONAL ASSOCIATION (“KeyBank”), as Committed Lenders
(collectively, the “Committed Lenders”), CIBC and KeyBank as Managing
Agents (in such capacity, collectively the “Managing Agents”) and CIBC
as Administrative Agent (in such capacity, the “Administrative Agent”).  Capitalized terms used herein without
definition shall have the meanings ascribed thereto in the “Credit Agreement”
referred to below.


 


PRELIMINARY STATEMENTS


 


A.                                   Reference
is made to that certain Credit Agreement dated as of May 19, 2003 among the
Borrower, Gladstone Advisers, Inc., as Servicer, the CP Lenders, the Committed
Lenders, the Managing Agents and the Administrative Agent (as amended,
restated, supplemented or modified from time to time, the “Credit Agreement”).


 


B.                                     The
parties hereto have agreed to amend certain provisions of the Credit Agreement
upon the terms and conditions set forth herein.


 


SECTION 1.  Amendment.  Subject to the satisfaction of the conditions precedent set forth
in Section 3 hereof, the parties hereto hereby agree:


 


(i) to delete in its entirety the definition of “Commitment
Termination Date” and to substitute in its entirety the following therefor:


 


Commitment Termination Date:  May 30, 2005 or such later date to which the
Commitment Termination Date may be extended (if extended) in the sole
discretion of the Lenders in accordance with the terms of Section 2.1(b).


 


SECTION 2.  Consent.  Subject to (x) the satisfaction of the conditions precedent set
forth in Section 3 hereof and (y) the amendment of that certain
Performance Guaranty dated as of May 19, 2003 issued by Gladstone Capital
Corporation in favor of Gladstone Business Loan, LLC, replacing Gladstone
Adviser, Inc. as Servicer with Gladstone Management Corporation, the parties
hereto hereby consent to (i) the termination of Gladstone Advisers, Inc. as
Servicer under the Credit Agreement on or around July 1, 2004 (the “Servicer
Transition Date”), and (ii)


 

















 


the appointment of Gladstone Management Corporation as
the Successor Servicer as of the Servicer Transition Date.  From and after the Servicer Transition Date,
the Successor Servicer agrees that it will perform in accordance with their
terms all of the duties, obligations, and other undertakings which by the terms
of the Credit Agreement and other Transaction Documents are required to be
performed by it as Servicer, including, without limitation, Sections 12.9 and
12.10 of the Credit Agreement.


 


SECTION 3.  Representations and Warranties.  The Borrower hereby represents and warrants
to each of the other parties hereto, that:


 


(a)                                  The Successor Servicer has equal or
greater capability than that of the Existing Servicer in performing the duties
and obligations of Servicer under the Credit Agreement;


 


(b)                                 this Amendment constitutes its legal,
valid and binding obligation, enforceable against it in accordance with its
terms; and


 


(c)                                  on the date hereof, before and after
giving effect to this Amendment, other than as amended or waived pursuant to
this Amendment, no Early Termination Event or Unmatured Termination Event has
occurred and is continuing.


 


SECTION 4.  Conditions Precedent.  This Amendment shall become effective on the
first Business Day (the “Effective Date”) on which the Administrative
Agent or its counsel has received counterpart signature pages of this
Amendment, executed by each of the parties hereto.


 


SECTION 5.  Reference to and Effect on the
Transaction Documents.


 


(a)                                  Upon the effectiveness of this Amendment,
(i) each reference in the Credit Agreement to “this Credit Agreement”, “this
Agreement”, “hereunder”, “hereof”, “herein” or words of like import shall mean
and be a reference to the Credit Agreement as amended or otherwise modified
hereby, and (ii) each reference to the Credit Agreement in any other Transaction
Document or any other document, instrument or agreement executed and/or
delivered in connection therewith, shall mean and be a reference to the Credit
Agreement as amended or otherwise modified hereby.


 


(b)                                 Except as specifically amended,
terminated or otherwise modified above, the terms and conditions of the Credit
Agreement, of all other Transaction Documents and any other documents,
instruments and agreements executed and/or delivered in connection therewith,
shall remain in full force and effect and are hereby ratified and confirmed.


 


(c)                                  The execution, delivery and effectiveness
of this Amendment shall not operate as a waiver of any right, power or remedy
of the Administrative Agent, any Managing Agent or any Lender under the Credit
Agreement or any other Transaction Document or any other document, instrument
or agreement executed in connection therewith, nor constitute a waiver of any
provision contained therein, in each case except as specifically set forth
herein.


 


2

















 


SECTION 6.  Execution in Counterparts.  This Amendment may be executed in any number
of counterparts and by different parties hereto in separate counterparts, each
of which when so executed and delivered shall be deemed to be an original and
all of which taken together shall constitute but one and the same
instrument.  Delivery of an executed
counterpart of a signature page to this Amendment by telecopier shall be
effective as delivery of a manually executed counterpart of this Amendment.


 


SECTION 7.  Governing Law.  This Amendment shall be governed by and
construed in accordance with the laws of the State of New York.


 


SECTION 8.  Headings.  Section headings in this Amendment are included herein for
convenience of reference only and shall not constitute a part of this Amendment
for any other purpose.


 


SECTION 9.  Fees and Expenses.   Seller hereby confirms its agreement to pay
on demand all reasonable costs and expenses of the Administrative Agent,
Managing Agents or Lenders in connection with the preparation, execution and
delivery of this Amendment and any of the other instruments, documents and
agreements to be executed and/or delivered in connection herewith, including,
without limitation, the reasonable fees and out-of-pocket expenses of counsel
to the Administrative Agent, Managing Agents or Lenders with respect thereto.


 


SECTION 10.  Bankruptcy
Petitions Against Concord.
Gladstone Management Corporation hereby covenants and agrees that, prior to the
date which is one year and one day after the payment in full of all outstanding
commercial paper and any other debt securities of Concord rated, at the request
of Concord, by an internationally recognized rating agency, it will not
institute against, or join any other person in instituting against, Concord any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings
or other similar proceeding under the laws of any jurisdiction. This provision
shall survive the termination of the Credit Agreement.


 


[Remainder of Page
Deliberately Left Blank]


 


3

















 


IN WITNESS WHEREOF, the
parties hereto have caused this Amendment to be duly executed by their
respective officers as of the date first above written.


 


 


	
   

  	
  GLADSTONE BUSINESS LOAN,
  LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David
  Gladstone

  	
   

  
	
   

  	
   

  	
  Name:

  	
  David Gladstone

  
	
   

  	
   

  	
  Title:

  	
  Chairman

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  GLADSTONE ADVISERS,
  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David
  Gladstone

  	
   

  
	
   

  	
   

  	
  Name:

  	
  David Gladstone

  
	
   

  	
   

  	
  Title:

  	
  Chairman

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  GLADSTONE MANAGEMENT
  CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David
  Gladstone

  	
   

  
	
   

  	
   

  	
  Name:

  	
  David Gladstone

  
	
   

  	
   

  	
  Title:

  	
  Chairman

  
					



 


Signature Page to

Amendment No. 3 and Consent to Credit Agreement


 

















 


	
   

  	
  CONCORD MINUTEMEN
  CAPITAL COMPANY, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Thomas J.
  Irvin

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Thomas J. Irvin

  
	
   

  	
   

  	
  Title:

  	
  Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CANADIAN IMPERIAL BANK
  OF COMMERCE, as a

  Committed Lender, Managing Agent and Administrative Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jeffrey C.
  Bazoian

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Jeffrey C.
  Bazoian

  
	
   

  	
   

  	
  Title:

  	
  Authorized
  Signatory

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jim Lees

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Jim Lees

  
	
   

  	
   

  	
  Title:

  	
  Authorized
  Signatory

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
							



 

















 


	
   

  	
  PUBLIC SQUARE FUNDING
  LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Evelyn
  Echevarria

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Evelyn
  Echevarria

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  KEYBANK, NATIONAL
  ASSOCIATION, as a

  Committed Lender and Managing Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Paul Henson

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Paul Henson

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice
  President